01—Abstract
Summary
Summary of the 8-K filed October 28, 2026. Cited figures are marked; the original filing is the authoritative source.
Bank of New York Mellon Corporation (BK) has filed an 8-K to report the issuance of its Series O Noncumulative Perpetual Preferred Stock.
This issuance, which comprises 1,250,000 depositary shares each representing a 1/100th interest in a share of the Series O Preferred Stock, introduces specific dividend restrictions on the company's common stock and other junior securities. These restrictions are triggered if dividends on the Series O Preferred Stock are not declared and paid (or set aside) for the preceding dividend period. The company entered into an Underwriting Agreement with several major financial institutions for the public offering of these depositary shares.
The Certificate of Designations, outlining the terms, preferences, and limitations of the Series O Preferred Stock, was filed with the Delaware Secretary of State and became effective on October 27, 2026. Investors should note that the details of this preferred stock issuance, including the associated dividend covenants and their potential impact on common stock dividends, are crucial for understanding the implications for equity holders.
02—Key points
Key Highlights
- BK has issued Series O Noncumulative Perpetual Preferred Stock, with each depositary share representing a 1/100th interest in a share of the preferred stock.
- The issuance of Series O Preferred Stock introduces dividend restrictions on BK's common stock and other junior securities if preferred dividends are not met.
- A public offering of 1,250,000 depositary shares has been arranged through an Underwriting Agreement with multiple investment banks.
- The Certificate of Designations for the Series O Preferred Stock, detailing its terms, was filed and became effective on October 27, 2026.
- This filing incorporates by reference the Underwriting Agreement, Certificate of Designations, and Deposit Agreement, providing key details about the transaction.
- The preferred stock has a liquidation preference of $100,000 per share and a par value of $0.01 per share.
- The filing includes an opinion from Sullivan & Cromwell LLP regarding the legality of the issuance and sale of the Depositary Shares.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing for BK?
This 8-K filing announces the issuance of Series O Noncumulative Perpetual Preferred Stock by Bank of New York Mellon Corporation and related transactions, including the public offering of depositary shares representing interests in this preferred stock.
What are the implications of the Series O Preferred Stock issuance for common stockholders?
The issuance of Series O Preferred Stock imposes restrictions on the company's ability to declare or pay dividends on its common stock, or to repurchase common stock, if dividends on the Series O Preferred Stock are not paid for the preceding dividend period. This means common stock dividend payments could be halted if the preferred stock dividend obligations are not met.
How many depositary shares were offered and what do they represent?
The company offered 1,250,000 depositary shares, with each depositary share representing a 1/100th interest in a share of the Series O Noncumulative Perpetual Preferred Stock.
Where can I find more detailed information about the Series O Preferred Stock?
The detailed terms and conditions, including the preferences, limitations, and relative rights of the Series O Preferred Stock, are described in the Certificate of Designations filed as Exhibit 3.1 to this Current Report on Form 8-K. The Underwriting Agreement (Exhibit 1.1) and the Deposit Agreement (Exhibit 4.2) also contain relevant information.
04—Continue